Corporate Governance

The sections below set out the ways in which the Group applies the ten principles of the QCA Code in support of the Group’s medium to long-term success.

1. Establish a purpose, strategy and business model which promotes long-term value for shareholders

The principal objective of the Group is to market and sell promotional and retail space on behalf of our clients throughout the countries in which we operate.

The strategy, objectives and business model of the Group are developed by the Executive Directors and the senior management team, and then approved by the Board. The management team, led by the Chief Executive Officer, is responsible for implementing the strategy and managing the business at an operational level.

The Group has a diverse portfolio of shopping centre, railway station and retail park clients and continuously looks for new clients and potential revenue streams to help grow and diversify the business and deliver sustainable growth in value for shareholders.

The Group diversifies its risk by having a number of clients in different territories, none of which on their own would put the viability of the business at risk should they terminate the relationship.

A detailed explanation of the strategy, KPIs, risks and uncertainties and purpose is set out in the Strategic Report on pages 9 to 12 of the Group’s 2025 Annual Report.

2. Promote a corporate culture that is based on ethical values and behaviours

Ethical values and behaviours are fundamental to the Group’s business model and culture, and are reinforced by the Board. We are fully committed to implementing, maintaining and developing the highest standards of integrity, behaviour, honesty and responsibility. The Board sets the tone from the top and regularly discusses corporate culture in its Board meetings, considering whether the Group’s culture remains consistent with its purpose, strategy and business model. The Board assesses and monitors culture through staff feedback, employee turnover data, health and safety reporting and matters raised under the Group’s whistleblowing policy. No significant concerns regarding the Group’s culture, and no deviations from these principles, have been identified through this monitoring.

To assist in driving these values and behaviours, the Group promotes and raises awareness of relevant policies to all staff and stakeholders including:

• Employee conduct and behaviour:
• Systems and controls:
• Share dealing and market abuse:
• Anti-bribery and corruption:
• Health and safety:
• Environmental impact:
• Equal opportunities; and
• Whistleblowing.

3. Seek to understand and meet shareholder needs and expectations

The Group seeks to maintain regular dialogue with both existing and potential shareholders in order to communicate the Group’s strategy and progress and to understand the needs and expectations of shareholders.

Beyond the Annual General Meeting, the Chief Executive Officer, Chief Financial Officer and Chief Operating Officer meet regularly with investors and analysts to provide them with updates on the Group’s business and to obtain feedback regarding the market’s expectations of the Group.

The Company also endeavours to maintain a dialogue and keep shareholders informed through its public announcements and Company website (www.spaceandpeople.co.uk/investor-and-media-relations/). SpaceandPeople’s website provides not only information specifically relevant to investors (such as the Group’s annual report and accounts and investor presentations), but also regarding the nature of the business itself with considerable detail regarding the services it provides and the manner in which it carries on its business. The Group also engages with current and prospective shareholders through presentations of interim and final financial statements on the Investor Meet Company platform.

The Annual General Meeting of the Company, normally attended by all Directors, provides the Directors with the opportunity to report to shareholders on current and proposed operations and developments, and also enables shareholders to express their views of the Group’s business activities. Shareholders are encouraged to attend and are invited to ask questions during the meeting and to meet with the Directors after the formal proceedings have ended.

4. Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long term success

The Group is aware of its corporate social responsibilities and the need to maintain effective working relationships across a range of stakeholder groups, which is the responsibility of the entire Board. These include the Group’s employees, clients and suppliers. The Group’s operations and working methodologies take account of the need to balance the interests of all of these stakeholder groups while maintaining focus on the Board’s primary responsibility to promote the success of the Group for the benefit of its members as a whole. The Group endeavours to take account of feedback received from stakeholders, making amendments to working arrangements and operational plans where appropriate and where such amendments are consistent with the Group’s longer-term strategy.

The Group takes due account of any negative impact that its activities may have on the environment and seeks to minimise this wherever possible. Through the various procedures and systems it operates, the Group ensures full compliance with health and safety and environmental legislation relevant to its activities and is ISO 9001, 14001 & 45001 certified.

5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation

The Board is responsible for the systems of risk management and internal control and for reviewing their effectiveness. The internal controls are designed to manage rather than eliminate risk and provide reasonable, but not absolute assurance against material misstatement or loss. Through the activities of the Audit Committee, the effectiveness of these internal controls is reviewed twice annually. The Board also considers emerging risks as part of its review of the Group’s principal risks, and obtains assurance over the effectiveness of the Group’s risk management framework and internal controls through the work of the Audit Committee, regular management reporting and the external audit process. The Board has also considered the potential impact of climate-related risks and opportunities on the Group’s business and keeps this assessment under review.

A summary of the principal risks and uncertainties facing the Group, as well as mitigating actions, is set out on pages 9 to 11 of the Group’s 2025 Annual Report.

A comprehensive budgeting process is completed once a year and is reviewed and approved by the Board. This budget is revised twice throughout the year and performance against the budget and forecasts is reviewed by the management team on a monthly basis and by the Board at each Board meeting.

The Group maintains appropriate insurance cover in respect of actions taken against the Directors because of their roles, as well as against material loss or claims against the Group. The insured values and type of cover are comprehensively reviewed on a periodic basis.

6. Maintain the Board as a well-functioning, balanced team led by the Chair

SpaceandPeople’s Board currently comprises 3 Executive Directors and 2 Non-executive Directors, including a Non-executive Chair who is responsible for leading the Board and ensuring its effectiveness in all aspects of its role.

All of the Directors are subject to election by shareholders at the first Annual General Meeting after their appointment to the Board and will continue to seek re-election at least once every three years.

Directors’ biographies are set out here.

The Board is responsible to the shareholders for the proper management of the Group and meets at least nine times a year to set the overall direction and strategy of the Group and to review operational and financial performance. All key operational and investment decisions are subject to Board approval.

A summary of Board and Committee meetings held in the year ended 31 December 2025, and Directors’ attendance records, is set out on page 21 of the Group’s 2025 Annual Report.

The Board considers itself to be sufficiently independent and meets the QCA Code’s expectation that a board should include at least two independent Non-executive Directors. The Board notes that the 2023 QCA Code also expects independent Non-executive Directors to make up at least half of the board; the Board does not currently meet this expectation, but considers that, given the Company’s size and stage of development, its current composition provides an appropriate balance of skills and experience. The Board keeps its composition, including the balance of independent Non-executive Directors, under regular review. All of the Non-executive Directors who currently sit on the Board of the Company are regarded as independent under the QCA Code’s guidance for determining such independence.

At present, shareholders are given the opportunity to vote on the (re-) election of at least one third of all Directors at the AGM. With effect from the AGM to be held during 2027, shareholders will be given the opportunity to vote on the (re-) election of all Directors on an annual basis.

7. Maintain appropriate governance structures and ensure that individually and collectively, the directors have the necessary up-to-date experience, skills and capabilities

The Board considers that all of the Non-executive Directors are of sufficient competence and calibre to add strength and objectivity to its activities.

The Board regularly reviews its composition to ensure that it has the necessary breadth and depth of skills to support the ongoing development of the Group.

The Chair, in conjunction with the Company Secretary, ensures that the Directors’ knowledge is kept up to date on key issues and developments pertaining to the Group, its operational environment and to the Directors’ responsibilities as members of the Board. During the year, the Directors received updates from the Company Secretary and various external advisers on a number of corporate governance matters.

Directors’ service contracts or appointment letters and the terms of reference of the sub-committees of the Board make provision for a Director to seek personal advice in furtherance of his or her duties and responsibilities.

All Directors of the Board have sufficient time, availability, skills and expertise to perform their roles and this is regularly reviewed by the Board. The Board has considered other roles that each Non-executive Director has outside of the Company and considers that they are able to devote such time as is necessary for the proper performance of their duties and attend all Board meetings, unless good reason is provided in advance.

The Board has established an Audit Committee and a Remuneration Committee with formally delegated duties and responsibilities. The Group considers that, at this stage of its development and given the current size of its Board, it is not necessary to establish a formal Nominations Committee. Instead, appointments to the Board are made by the Board as a whole. This position, however, is reviewed on a regular basis by the Board.

The Audit Committee normally meets twice a year and at other times if necessary, and has responsibility for, amongst other things, planning and reviewing the annual report and accounts and interim statements involving, where appropriate, the external auditors. The Committee also approves external auditors’ fees and ensures the auditors’ independence as well as focusing on compliance with legal requirements and accounting standards. It is also responsible for ensuring that an effective system of internal control is maintained. The ultimate responsibility for reviewing and approving the annual financial statements and interim statements remains with the Board. The Company’s external auditors are invited to attend meetings of the Committee on a regular basis.

The Remuneration Committee, which meets as required, but at least once a year, has responsibility for making recommendations to the Board on the compensation of senior executives and determining, within agreed terms of reference, the specific remuneration packages for each of the Executive Directors. It also supervises the Company’s share incentive schemes and sets performance conditions for share options granted under the schemes.

The Remuneration Report for the year ended 31 December 2025 is set out on pages 23 to 25 of the Group’s 2025 Annual Report.

8. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Group’s Directors are evaluated each year by way of peer appraisal. The appraisal seeks to determine the effectiveness and performance of each member with regards to their specific roles as well as their role as a Board member in general.

The appraisal system seeks to identify areas of concern and make recommendations for any training or development to enable the Board member to meet their objectives which will be set for the following year. The appraisal process will also review the progress made against prior period targets to ensure any identified skill gaps are addressed.

Whilst the Board considers this evaluation process is currently best carried out internally, the Board will keep this under review and may consider independent external evaluation reviews in the future.

As well as the appraisal process, the Board monitors the Non-executive Directors’ status as independent to ensure a suitable balance of independent Non-executive and Executive Directors remains in place.

The Board may utilise the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning. Succession planning is formally considered by the Board on an annual basis, in conjunction with the appraisal process.

9. Establish a remuneration policy which is supportive of long-term value creation and the Company’s purpose, strategy and culture

The Group’s remuneration policy is managed to ensure that the interests of Executive Directors and senior management are aligned with those of shareholders and other stakeholders in the business. It supports the purpose and strategy by ensuring that remuneration levels are appropriate for the size, complexity and objectives of the business. It also ensures that any bonuses are based on KPIs that are aligned with the Group’s targets and strategy. This ensures that the leadership team is motivated to deliver sustainable, long-term value in a way that is consistent with our corporate culture.  Remuneration comprises basic salary, pension contributions and private health benefits along with targeted share option awards and performance bonuses. Performance bonuses can be made up of cash, shares or a combination of both.

Commencing with the 2026 AGM, the Board will put the Annual Remuneration Report to an advisory shareholder vote following the publication of the updated QCA Code. This aligns with best practice guidance and provides shareholders an opportunity to express their views on the Group’s approach to the executive team.

10. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other key stakeholders

The Group places a high priority on regular communications with its various stakeholder groups and aims to ensure that all communications concerning the Group’s activities are clear, fair and accurate. The Group’s website is regularly updated and announcements or details of presentations and events are posted onto the website.

The Group’s financial reports can be found here.

The results of voting on all resolutions will be posted to the Group’s website, including any actions to be taken as a result of resolutions for which votes against have been received from at least 20 per cent of independent shareholders.

Last updated on 11 June 2026.